DEFERRED COMPENSATION PLAN
FIRST MANISTIQUE CORPORATION
DEFERRED COMPENSATION, DEFERRED STOCK AND CURRENT
STOCK PURCHASE PLAN FOR NON-EMPLOYEE DIRECTORS
1. Purpose. The First Manistique Corporation
Deferred Compensation, Deferred Stock and Current Stock
Purchase Plan for Non-Employee Directors ("Plan") has
been adopted to provide an opportunity for each non-
employee director of First Manistique Corporation
("FMC") and FMC subsidiaries to defer his or her
director fees or to increase, on a current basis, his
or her ownership of shares of FMC's common stock.
2. Eligibility. Each director of FMC or a
subsidiary of FMC which adopts this Plan ("Subsidiary
Bank") who is not an officer or employee of FMC or of
any Subsidiary Bank is eligible to participate in the
Plan ("Eligible Director").
3. Administration. The Plan shall be
administered by FMC's Corporate Executive Committee
(the "Plan Administrator"), who shall have the
authority to interpret the Plan and to adopt procedures
for implementing the Plan.
4. FMC Common Stock. The shares of stock
subject to purchase or the equivalent to be credited to
a participant's account under the Plan shall be the
shares of FMC's common stock (the "FMC Common Stock").
Shares issued and delivered to participants under the
Plan may be either newly issued shares or shares
purchased by FMC and reissued. Subject to adjustment
as described below, the maximum number of shares of
common stock that may be purchased or credited under
the Plan is 50,000. If FMC shall at any time increase
or decrease the number of its outstanding shares of FMC
Common Stock or change in any way the rights and
privileges of such shares by means of the payment of a
stock dividend or any other distribution upon such
shares payable in FMC Common Stock, or through a stock
split, subdivision, consolidation, combination,
reclassification, or recapitalization involving the FMC
Common Stock, or in case of the merger or consolidation
of FMC with or into another organization, then, in any
such event, the numbers, rights and privileges of the
shares issuable or credited under the Plan shall be
increased, decreased or changed in like manner as if
such shares had been issued and outstanding, fully
paid, and nonassessable at the time of such occurrence.
5. Compensation Affected by Participation in the
Plan. An Eligible Director may specify in his or her
Election to Participate that all, but not less than
all, of an Eligible Director's meeting fees, if any,
and all or part (in integral multiples of 25%) of an
Eligible Director's annual retainer fees that would
otherwise be payable in cash by FMC or a Subsidiary
Bank for his or her service for the calendar year
following the year in which an Election to Participate
is filed, or in the case of an Eligible Director who
files an Election to Participate between January 1 and
April 1, 1996, for that portion of the 1996 calendar
year following March 31, and for all subsequent
calendar years while the Election to Participate
remains in effect, shall be subject to the terms of the
Plan ("Plan Fees").
6. Election to Participate. An Eligible
Director becomes a participant in the Plan by filing an
"Election to Participate" with the Plan Administrator
not later than (except as provided in the following
sentence) December 31 of the year preceding the
calendar year with respect to which the Eligible
Director wishes to commence participation in the Plan.
With respect to 1996 only, an Eligible Director may
become a participant in the Plan effective as of April
1, 1996, by filing an Election to Participate not later
than March 31, 1996. Once filed, the Election to
Participate shall continue to be effective (i) until
the participant ceases to be an Eligible Director, (ii)
until he or she files a subsequent Election to
Participate revising any of the terms of the last
election filed, or (iii) until he or she terminates an
Election to Participate in the Plan by written notice
to the Plan Administrator. Termination of
participation shall be effective immediately at the
time a participant ceases to be an Eligible Director.
Other terminations of participation and changes in
election shall be effective with respect to calendar
years commencing after the calendar year in which the
change in Election to Participate or termination notice
is given. An Eligible Director who has filed a notice
of termination of participation may thereafter elect to
begin participating for any subsequent calendar year or
years by filing a new Election to Participate. For all
participants who are directors of FMC, all Elections to
Participate must be made in compliance with Section 16
of the Securities Exchange Act of 1934, as amended
("Exchange Act") and the rules and regulations
promulgated thereunder.
7. Contents of Election to Participate. An
Election to Participate shall be made on a form
prescribed by the Plan Administrator. The Election to
Participate shall indicate the following: (i) the
participant's Plan Fees; (ii) one of the following
three accounts to which the participant wishes to have
his or her Plan Fees credited (a) the Current Stock
Purchase Account, (b) the Deferred Cash Investment
Account, or (c) the Deferred Stock Account; (iii) the
name or names of the participant's beneficiary or
beneficiaries; (iv) if the participant elects the
Deferred Stock Account or the Deferred Cash Investment
Account, whether distributions are to be in a lump sum
or in installments; and (v) if the participant has
selected the Deferred Stock Account, whether lump sum
distributions are to be made in cash, FMC Common Stock
or a combination thereof.
8. Credits to Account. On the last day of each
calendar quarter (the "Credit Date"), a participant
shall receive a credit to his or her account under the
Plan in an amount equal to the participant's Plan Fees
earned during that quarter (the "Credited Amount").
Except as otherwise specifically provided in this Plan,
transfers are not permitted between accounts.
9. Current Stock Purchase Account. If a
participant has in effect on a Credit Date an Election
to Participate specifying the Current Stock Purchase
Account, on that Credit Date, the Credited Amount will
be credited to a Current Stock Purchase Account for the
benefit of the participant and will be used, together
with any other cash credited to the account, to acquire
directly from FMC, at a price per share equal to Fair
Market Value on the Credit Date, as many whole shares
of FMC Common Stock as possible using the funds
credited to the Current Stock Purchase Account of that
participant. The shares will be issued and delivered
to the participant
within five (5) business days after
the Credit Date. Any Credited Amount remaining in a
participant's account will be carried forward for
investment under the terms of the Plan at the next
Credit Date, unless a participant shall have terminated
his or her participation in the Plan in which case such
cash balance will be distributed to the terminated
participant. Notwithstanding the foregoing, no shares
of FMC Common Stock will be purchased for the Current
Stock Purchase Account of a participant, who is a
director of FMC, until the participant's Election to
Participate designating the Current Stock Purchase
Account has been in effect for at least six (6) months
prior to the relevant Credit Date.
10. Credits to Deferred Cash Investment Account.
If a participant has in effect on a Credit Date an
Election to Participate specifying the Deferred Cash
Investment Account, on that Credit Date, the Credited
Amount will be credited to a Deferred Cash Investment
Account for the benefit of the participant. In
addition, an "Appreciation Factor" (as herein defined)
will be credited on the Credit Date to the account as
to all funds that were credited to the account for the
entire quarter that ends on the Credit Date just as if
such funds had been invested during the quarter and
earning at the rate of the applicable Appreciation
Factor. Initially, the Appreciation Factor available
under the Plan will be a rate of interest equal to the
rate of interest paid by First Northern Bank & Trust on
its 6-month certificates of deposit issued on the
business day nearest the beginning of the quarter for
which the Appreciation Factor is to be credited. The
Appreciation Factor may be changed from time to time by
resolution of the FMC Board of Directors but it may not
exceed the prime rate of interest charged by First
Northern Bank & Trust.
11. Credits to Deferred Stock Account. If a
participant has in effect on a Credit Date an Election
to Participate specifying the Deferred Stock Account,
on that Credit Date, the Credited Amount will be
credited to the Deferred Stock Account for that
participant and shall be converted into "FMC Stock
Units" which shall be equal in number to the number of
shares (rounded to the nearest 100th of a share)
determined by dividing the Credited Amount by the Fair
Market Value of a share of FMC Common Stock on the
Credit Date. In addition, each time a dividend is paid
on FMC Common Stock, a participant shall receive a
credit to his or her Deferred Stock Account. The
amount of the dividend credit shall be a number of FMC
Stock Units equal to the number of shares (rounded to
the nearest 100th of a share) determined by multiplying
the dividend amount per share by the number of FMC
Stock Units credited to the participant's Deferred
Stock Account as of the record date for the dividend
and dividing the product by the Fair Market Value on
the dividend payment date. Notwithstanding the
foregoing, no FMC Stock Units shall be credited to the
Deferred Stock Account of a participant, who is a
director of FMC, until the participant's Election to
Participate designating the Deferred Stock Account has
been in effect for at least six (6) months prior to the
relevant Credit Date.
12. Distribution of Deferred Account Balances.
No amount credited to a participant's Deferred Cash
Investment Account or a participant's Deferred Stock
Account shall be distributed prior to the termination
of his or her service as an Eligible Director.
(a) Retirement-Deferred Cash Investment
Account. If a participant retires from service as
an Eligible Director, the participant's Deferred
Cash Investment Account
shall be distributed to
the participant commencing as of January 15 of the
fiscal year of FMC which occurs after the end of
the year in which the participant retired from
service as an Eligible Director. Distribution of
the Deferred Cash Investment Account may be made
in a lump sum, in five (5) annual installments or
ten (10) annual installments, payable as of
January 15 of each year during the distribution
period, consistent with the participant's first
filed Election to Participate, unless the Plan
Administrator, in its sole discretion, approves of
a different distribution schedule requested by the
participant in a later filed Election to
Participate. A retired director's Deferred Cash
Investment Account balance during any distribution
period shall continue to be adjusted by an
Appreciation Factor just as if the director had
not retired. After adjusting the retired
director's Deferred Cash Investment Account by the
Appreciation Factor each year, the account balance
will be divided by the number of annual
installments yet to be paid or distributed to the
retired director and the quotient will be the
distribution to be made to the retired director at
that time.
(b) Retirement-Deferred Stock Account - Lump
Sum Distribution. Unless a participant has
elected pursuant to his or her Election to
Participate to receive payment of his or her
Deferred Stock Account in installments, FMC Stock
Units credited to the participant's Deferred Stock
Account shall be payable in full in cash or in
whole shares of FMC Common Stock (together with
cash in lieu of a fractional share), or in a
combination of cash and FMC Common Stock, as
elected in the participant's last filed Election
to Participate, on January 15 of the fiscal year
of FMC which occurs after the end of the fiscal
year in which the participant retired from service
as an Eligible Director. Amounts distributed in
cash, including cash in lieu of fractional shares,
shall be determined based upon the Fair Market
Value of FMC Common Stock on the day immediately
preceding the date of payment.
(c) Retirement-Deferred Stock Account-
Installment Distribution. If a participant has
elected pursuant to his or her Election to
Participate to have his or her Deferred Stock
Account paid in cash in annual installments, as of
January 15 following the year in which the
participant retired from service as an Eligible
Director, the cash equivalent of the FMC Stock
Units credited to the participant's Deferred Stock
Account shall be transferred to a Deferred Cash
Investment Account on behalf of the retired
director and distribution shall be made in
accordance with the provisions of this Plan
relating to distribution of Deferred Cash
Investment Accounts in installments. The cash
equivalent transferred to the Deferred Cash
Investment Account shall be determined by
converting the FMC Stock Units to a cash balance
by multiplying the number of shares deemed
credited as of December 31 of the year in which
the participant retired by the Fair Market Value
of FMC Common Stock on that date.
(d) Termination Other Than Retirement. If a
participant's service as an Eligible Director
terminates because of his or her death or for any
other reason, other than retirement, or if a
retired director dies following his or her
retirement while receiving distributions pursuant
to this Plan, the participant's entire account
balance shall be distributed as of the January 15
of FMC's fiscal year following the year in which the
director died or his or her services as an
Eligible Director otherwise terminated, provided,
however, if this period is less than one (1) year,
the Plan Administrator, in its discretion, may
extend the time for final distribution up to a
period of twelve (12) months following the
director's death or other termination of service.
(e) Distributions to Beneficiaries. Each
participant shall have the right to designate a
beneficiary or beneficiaries to succeed to the
right to receive distributions of the
participant's account maintained under this Plan
in the event of a participant's death. If a
participant fails to designate a beneficiary, or
if the designated beneficiary dies without a
contingent beneficiary being designated,
distribution of the participant's account shall be
made to the participant's estate. No designation
of a beneficiary shall be valid unless in writing
signed by the participant, dated and filed with
the Plan Administrator. Designated beneficiaries
may be changed from time to time without consent
of any prior beneficiaries upon filing the
beneficiary portion of the Election to Participate
form with the Plan Administrator.
13. Nonassignability. No right to receive
payments under this Plan nor any shares of FMC Common
Stock credited to a participant's Current Stock
Purchase or Deferred Stock Account shall be assignable
or transferable by participant other than by will or
the laws of descent and distribution. The designation
of a beneficiary by a participant under this Plan does
not constitute a transfer.
14. Unfunded Plan. It is intended that this Plan
constitute an "unfunded plan" with respect to the
Deferred Cash Investment Accounts and the Deferred
Stock Accounts of the participants. FMC may authorize
the creation of trusts or other arrangements to meet
the obligations created under the Plan as long as FMC
determines that the existence of such trusts or other
arrangements is consistent with the "unfunded" status
of the Plan. Any liability of FMC to any person with
respect to any of the accounts established under the
Plan shall be based solely upon contractual obligations
that may be created pursuant to the Plan. No such
obligation of FMC shall be deemed to be secured by any
pledge of, or other encumbrance on, any property of
FMC. Benefits payable under this Plan shall be an
unsecured obligation of FMC, and to the extent that any
person acquires a right to receive payments or
distributions from FMC under the Plan, such right will
be no greater than of any unsecured general creditor of
FMC.
15. Trust For Deferred Stock Account. If FMC so
chooses, it may, as to credits to the Deferred Stock
Accounts, make contributions in cash or in shares of
FMC Common Stock to a trust. Any cash contributions
shall be used by the trustee to purchase shares of FMC
Common Stock within ten (10) business days after the
deposit of the funds. The purchase of shares may be
made by the trustee in brokerage transactions or by
private purchase, including purchase from FMC. All
shares held by the trust shall be held in the name of
the trustee. All FMC Common Stock or cash held in a
trust shall be held on a commingled basis and shall be
subject to the claims of general creditors of FMC. All
FMC Common Stock held in any such trust shall be voted
by the trustee in its discretion.
16. Fair Market Value Defined. As long as the
FMC Common Stock is not actively traded in any
recognized market, the term "Fair Market Value" as used
in this Plan shall mean the average price per share at
which shares of FMC Common Stock were bought and sold
during the three (3) preceding months in transactions
known to management involving 100 or more shares
between purchasers and sellers none of whom are
directors or officers of FMC or any subsidiary of FMC.
If the shares of FMC Common Stock are actively traded
in any recognized market, the "Fair Market Value" as
used in the Plan shall mean the average of the last
reported sales price of FMC Common Stock as of the
close of business for each of the last twenty (20)
trading days ending the day immediately preceding the
day as of which "Fair Market Value" is to be
determined.
17. Retirement Defined. As used in this Plan,
the terms "retirement" and "retire" shall mean
voluntary or involuntary resignation, termination of
service based upon attainment of a mandatory retirement
age or termination of service as a result of not being
reelected.
18. Rules of Construction. Headings are given to
the sections of the Plan solely as a convenience to
facilitate reference. The reference to any statute,
regulation or provision of law shall be construed to
refer to any amendment to or successor of such
provision of law. The Plan shall be construed and
interpreted in accordance with Michigan law. The Plan
is intended to be construed so that participation in
the Plan will be exempt from Section 16(b) of the
Exchange Act pursuant to regulations and
interpretations issued from time to time by the
Securities and Exchange Commission.
19. Withholding. No later than the date as of
which an amount first becomes includable in the gross
income of a participant for federal income tax purposes
with respect to any participation under the Plan, the
participant shall pay to FMC, or make arrangements
satisfactory to FMC regarding the payment of, any
federal, state, local or foreign taxes of any kind
required by law to be withheld with respect to such
amount.
20. Regulatory Restrictions. All certificates
for shares of FMC Common Stock or other securities
delivered under the Plan shall be subject to such stock
transfer orders and other restrictions as FMC may deem
advisable under the rules, regulations and other
requirements of FMC, any stock exchange or stock
market upon which the FMC Common Stock is then listed
or traded and any applicable Federal, state or foreign
securities law, and FMC may cause a legend or legends
to be placed on any such certificates to make
appropriate reference to such restrictions.
21. Amendment and Termination. The FMC Board of
Directors may at any time terminate, suspend or amend
this Plan. However, no such action shall be taken with
respect to Plan Fees credited to the account of a
participant under this Plan prior to the time of the
action unless the FMC Board of Directors determines
that the action would not be materially adverse to the
participants in the Plan. In addition, no amendment
may become effective until shareholder approval is
obtained if the amendment (i) except as expressly
provided in the Plan, increases the aggregate number of
shares of FMC Common Stock that are subject to the
Plan, (ii) materially increases the benefits accruing
to participants under the Plan, (iii) modifies the
eligibility
requirements for participation in the Plan,
or (iv) requires approval by FMC's shareholders under
Section 16 of the Exchange Act or the rules or
regulations promulgated thereunder.
22. Effective Date of Plan. The Plan will become
effective on January 1, 1996; however, if the Plan is
not approved by a majority of the votes cast at a duly
held meeting of the FMC shareholders at which a quorum
representing a majority of all outstanding voting stock
is, either in person or by proxy, present and voting on
the Plan, on or before May 1, 1996, the Plan shall
terminate and be of no force or effect and any Plan
Fees credited to any accounts under the Plan will be
immediately distributed to the participants in
accordance with their interests in their respective
accounts.